Compromise Agreement (Long Form)

Full name: Settlement agreement (long form).

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SETTLEMENT AGREEMENT

between

[NAME OF EMPLOYER]

[NAME OF EMPLOYEE] CONTENTS

CLAUSE

SCHEDULE THIS AGREEMENT is dated [DATE]

PARTIES Annex A. [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (Company). Annex B. [INDIVIDUAL NAME] of [INDIVIDUAL ADDRESS] (Employee).

BACKGROUND The Employee [is OR was] employed by the Company from [DATE], most recently as [POSITION] under a contract dated [DATE]. The Employee's employment with the Company [shall terminate OR terminated] on [DATE]. The parties have entered into this agreement to record and implement the terms on which they have agreed to settle any claims which the Employee has or may have in connection with his employment or its termination or otherwise against [the Company OR any Group Company] (as defined below) or [its OR their] officers or employees whether or not those claims are, or could be, in the contemplation of the parties at the time of signing this agreement, and including, in particular, the statutory complaints which the Employee raises in this agreement. The parties intend this agreement to be an effective waiver of any such claims and to satisfy the conditions relating to compromise agreements in the relevant legislation. The Company enters into this agreement for itself and as agent and trustee for all Group Companies and it is authorised to do so. It is the parties' intention that each Group Company should be able to enforce any rights it has under this agreement, subject to and in accordance with the Contracts (Rights of Third Parties) Act 1999.

AGREED TERMS

ANNEX C. INTERPRETATION

(a) The definitions in this clause apply in this agreement. Adviser: [NAME] of [FIRM]. Board: the board of directors of the Company (including any committee of the board duly appointed by it). Confidential Information: information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, products, affairs and finances of [the Company OR any Group Company] for the time being confidential to [the Company OR any Group Company] and trade secrets including, without limitation, technical data and know-how relating to the business of [the Company OR any Group Company] or any of [its OR their] suppliers, clients, customers, agents, distributors, shareholders or management, including (but not limited to) information that the Employee created, developed, received or obtained in connection with his employment, whether or not such information (if in anything other than oral form) is marked confidential. Copies: copies or records of any Confidential Information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) including, without limitation, extracts, analysis, studies, plans, compilations or any other way of representing or recording and recalling information which contains, reflects or is derived or generated from Confidential Information. [Group Company: the Company, its Subsidiaries or Holding Companies from time to time and any Subsidiary of any Holding Company from time to time.] [Subsidiary and Holding Company: in relation to a company mean "subsidiary" and "holding company" as defined in section 1159 of the Companies Act 2006 [and a company shall be treated, for the purposes only of the membership requirement contained in subsections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee), whether by way of security or in connection with the taking of security, or (b) a nominee].]

(b) The headings in this agreement are inserted for convenience only and shall not affect its construction.

(c) A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

(d) A reference to one gender includes a reference to other genders.

(e) Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.

(f) The schedules to this agreement form part of (and are incorporated into) this agreement.

ANNEX D. ARRANGEMENTS ON TERMINATION

(a) The Employee's employment with the Company [shall terminate OR terminated] on [DATE] (Termination Date).

(b) The Company [shall pay OR has paid] the Employee his salary up to the Termination Date in the usual way. [The Company [has deducted OR shall deduct] from the final salary payment any outstanding sums due from the Employee to [the Company OR any Group Company].] (c) The Company [shall continue to provide OR has provided] benefits to the Employee in the usual way up to the Termination Date.

(d) The Company [shall make OR has made] a payment to the Employee in respect of [NUMBER] of days' outstanding holiday, up to and including the Termination Date.

(e) The Company [shall make OR has made] a payment to the Employee in lieu of [NUMBER] [weeks' OR months'] notice pursuant to [CLAUSE NUMBER] under his employment contract.

(f) The payments and benefits in this clause Error: Reference source not found shall be subject to the income tax and National Insurance contributions that the Company is obliged by law to pay or deduct.

(g) The Employee [shall submit on or before [DATE] OR has submitted] his expenses claims in the usual way and the Company [shall reimburse OR has reimbursed] the Employee for any expenses properly incurred before the Termination Date in the usual way. [Any expenditure on his Company credit card which was not properly incurred by him on the Company's business or for which he [cannot OR could not] produce appropriate receipts [has been OR will be] deducted from the final salary payment.]

ANNEX E. TERMINATION PAYMENT

(a) Subject to and conditional on the Employee complying with the terms of this agreement, the Company shall [within 14 days after the Termination Date or receipt by the Company of a copy of this agreement signed by the Employee and a letter from the Adviser as set out in Error: Reference source not found, whichever is later, pay to the Employee by way of compensation for the termination of his employment £[AMOUNT] (Termination Payment) consisting of: (a.i) [£[AMOUNT] as an ex gratia payment.] (a.ii) [£[AMOUNT] as a redundancy payment (which includes a statutory redundancy payment calculated in accordance with Error: Reference source not found).]

[pay to the Employee an ex-gratia payment of £[AMOUNT] (Termination Payment) in [NUMBER] equal monthly instalments, the first of which shall be made within 14 days of the Termination Date or receipt by the Company of a copy of this agreement signed by the Employee and a letter from the Adviser as set out in Error: Reference source not found, whichever is later. The Employee is obliged to take reasonable steps to mitigate his loss during this period. The instalment payments shall either cease or be reduced by the amount of any income earned or received during this period and the Company shall be entitled to recover as a debt any sums paid to the Employee in respect of which the Employee has mitigated his loss.]

(b) The Company and the Employee believe that [the first £30,000 of] the Termination Payment will be tax free. [The Company shall deduct income tax from the remainder of the Termination Payment at the appropriate rate.] The Employee shall be responsible for any further tax and employee's National Insurance contributions due in respect of the Termination Payment and shall indemnify the Company in respect of such liability in accordance with clause Error: Reference source not found. [The Termination Payment will be paid to the Employee [before OR after] receipt by him of his P45.]

ANNEX F. [BENEFITS

Subject to and conditional on the Employee complying with the terms of this agreement, the Company shall continue to provide the Employee with [DETAIL ANY BENEFITS TO CONTINUE][, subject to the rules of the relevant benefit scheme[s] in force from time to time] until [DATE] or such time as any contract which shall provide the Employee with any form of income commences, whichever is earlier. The Employee shall be responsible for any further tax and employee's National Insurance contributions due in respect of these benefits.]

ANNEX G. [PENSION

The Company shall notify the trustees of the [NAME OF PENSION SCHEME] (Pension Scheme) that the Employee's employment [has been terminated OR will terminate] and request written confirmation of the Employee's accrued entitlement under the Pension Scheme and request that the options available for dealing with his entitlement are sent to the Employee. [Subject to the rules of the Pension Scheme, the Company shall before the Termination Date pay £[AMOUNT] into the Pension Scheme in order to augment the Employee's benefits.]]

ANNEX H. [COMPANY CAR

The Employee shall purchase his company car (registration number [NUMBER]) from the Company for £[AMOUNT] on [DATE], on which date the Company shall deliver to the Employee all relevant documents in its possession in relation to the car, including the registration document. From [DATE] the Employee will become responsible for all running costs of the car including insurance, tax and fuel. The Company makes no representation as to the roadworthiness of the car. The parties agree that the book value of the car is £[AMOUNT] and the Employee agrees that he shall be liable for any income tax due in connection with the transfer to him of the Company car.] ANNEX I. [OUTPLACEMENT

[The Company shall bear the costs (up to £[AMOUNT] plus VAT) in relation to the provision of outplacement counselling by [NAME OF COMPANY] to the Employee.]]

ANNEX J. LEGAL FEES

The Company shall pay the reasonable legal fees (up to a maximum of £ [AMOUNT] plus VAT) incurred by the Employee in obtaining advice on the termination of his employment and the terms of this agreement, such fees to be payable to the Adviser on production of an invoice.

ANNEX K. WAIVER OF CLAIMS

(a) The Employee agrees that the terms of this agreement are offered by the Company without any admission of liability on the part of the Company and are in full and final settlement of all and any claims or rights of action that the Employee has or may have against [the Company OR any Group Company] or its officers or employees whether arising out of his employment with the Company or its termination or from events occurring after this agreement has been entered into, whether under common law, contract, statute or otherwise, whether such claims are, or could be, known to the parties or in their contemplation at the date of this agreement in any jurisdiction and including, but not limited to, the claim[s] specified in Error: Reference source not found (each of which is hereby intimated and waived).

(b) The waiver in clause Error: Reference source not found shall not apply to the following: (b.i) any claims by the Employee to enforce this agreement; (b.ii) claims in respect of personal injury [of which the Employee is not aware and could not reasonably be expected to be aware at the date of this agreement] (other than claims under discrimination legislation[; and OR .] (b.iii) [any claims in relation to accrued entitlements under the [NAME] pension scheme.]

(c) The Employee warrants that: (c.i) before entering into this agreement he received independent advice from the Adviser as to the terms and effect of this agreement and, in particular, on its effect on his ability to pursue any complaint before an employment tribunal or other court; (c.ii) the Adviser has confirmed to the Employee that they are a solicitor holding a current practising certificate and that there is in force a policy of insurance covering the risk of a claim by the Employee in respect of any loss arising in consequence of their advice; (c.iii) the Adviser shall sign and deliver to the Company a letter in the form attached as Error: Reference source not found to this agreement; (c.iv) before receiving the advice the Employee disclosed to the Adviser all facts and circumstances that may give rise to a claim by the Employee against [the Company OR any Group Company] or its officers or employees; (c.v) the only claims that the Employee has or may have against [the Company OR any Group Company] or its officers or employees (whether at the time of entering into this agreement or in the future) relating to his employment with the Company or its termination are specified in clause Error: Reference source not found; and. (c.vi) the Employee is not aware of any facts or circumstances that may give rise to any claim against [the Company OR any Group Company] or its officers or employees other than those claims specified in clause Error: Reference source not found.

The Employee acknowledges that the Company acted in reliance on these warranties when entering into this agreement.

(d) The Employee acknowledges that the conditions relating to settlement agreements under section 147(3) of the Equality Act 2010, section 77(4A) of the Sex Discrimination Act 1975 (in relation to claims under that Act and the Equal Pay Act 1970), section 72(4A) of the Race Relations Act 1976, paragraph 2 of Schedule 3A to the Disability Discrimination Act 1995, paragraph 2(2) of Schedule 4 to the Employment Equality (Sexual Orientation) Regulations 2003, paragraph 2(2) of Schedule 4 to the Employment Equality (Religion or Belief) Regulations 2003, paragraph 2(2) of Schedule 5 to the Employment Equality (Age) Regulations 2006, section 288(2B) of the Trade Union and Labour Relations (Consolidation) Act 1992, section 203(3) of the Employment Rights Act 1996, regulation 35(3) of the Working Time Regulations 1998, section 49(4) of the National Minimum Wage Act 1998, regulation 41(4) of the Transnational Information and Consultation etc. Regulations 1999, regulation 9 of the Part-Time Workers (Prevention of Less Favourable Treatment) Regulations 2000, regulation 10 of the Fixed-Term Employees (Prevention of Less Favourable Treatment) Regulations 2002, regulation 40(4) of the Information and Consultation of Employees Regulations 2004, paragraph 13 of the Schedule to the Occupational and Personal Pension Schemes (Consultation by Employers and Miscellaneous Amendment) Regulations 2006 and section 58 of the Pensions Act 2008 have been satisfied.

(e) The waiver in clause Error: Reference source not found shall have effect irrespective of whether or not, at the date of this agreement, the Employee is or could be aware of such claims or have such claims in his express contemplation (including such claims of which the Employee becomes aware after the date of this agreement in whole or in part as a result of new legislation or the development of common law or equity).

(f) The Employee agrees that, except for the payments and benefits provided for in this agreement, and subject to the waiver in clause Error: Reference source not found, he shall not be eligible for any further payment from [the Company OR any Group Company] relating to his employment or its termination and without limitation to the generality of the foregoing, he expressly waives any right or claim that he has or may have to payment of bonuses, any benefit or award programme or grant of equity interest, or to any other benefit, payment or award he may have received had his employment not terminated.

ANNEX L. [TRIBUNAL PROCEEDINGS

(a) Immediately on execution of this agreement, the Employee shall notify the employment tribunal in writing that the claim[s] against the Company in case number [NUMBER] are withdrawn irrevocably having been settled by this agreement, and should be dismissed. The Employee shall immediately send a copy of such notification to the Company for the attention of [POSITION].

(b) Neither the Employee or the Company shall make or pursue any application for costs, preparation time or wasted costs in connection with [that claim OR those claims].]

ANNEX M. EMPLOYEE INDEMNITIES

(a) The Employee shall indemnify the Company on a continuing basis in respect of any income tax or National Insurance contributions (save for employers' National Insurance contributions) due in respect of the payments and benefits in clause Error: Reference source not found [and clause Error: Reference source not found] [and clause Error: Reference source not found] (and any related interest, penalties, costs and expenses). The Company shall give the Employee reasonable notice of any demand for tax which may lead to liabilities on the Employee under this indemnity and shall provide him with reasonable access to any documentation he may reasonably require to dispute such a claim (provided that nothing in this clause shall prevent the Company from complying with its legal obligations with regard to HM Revenue and Customs or other competent body). (b) [If the Employee breaches any material provision of this agreement or pursues a claim against [the Company OR any Group Company] arising out of his employment or its termination other than those excluded under clause Error: Reference source not found, he agrees to indemnify the Company for any losses suffered as a result thereof, including all reasonable legal and professional fees incurred.]

ANNEX N. COMPANY PROPERTY AND INFORMATION

(a) The Employee [shall, before the Termination Date, return to [POSITION]OR warrants as at the date of this agreement, that he has returned to the Company]: (a.i) all Confidential Information and Copies; (a.ii) all property belonging to the Company in satisfactory condition including (but not limited to) any car (together with the keys and all documentation relating to the car), fuel card, company credit card, keys, security pass, identity badge, mobile telephone, pager, lap-top computer or fax machine; and (a.iii) all documents and copies (whether written, printed, electronic, recorded or otherwise and wherever located) made, compiled or acquired by him during his employment with the Company or relating to the business or affairs of [the Company OR any Group Company] [or [its OR their] business contacts],

in the Employee's possession or under his control.

(b) The Employee [shall, before the Termination Date, erase OR as at the date of this agreement, warrants that he has erased] irretrievably any information relating to the business or affairs of [the Company OR any Group Company] [or [its OR their] business contacts] from computer and communications systems and devices owned or used by him outside the premises of the Company, including such systems and data storage services provided by third parties (to the extent technically practicable).

(c) [The Employee shall, if requested to do so by the [Company OR Board], provide a signed statement that he has complied fully with his obligations under clause Error: Reference source not found and clause Error: Reference source not found and shall provide it with such reasonable evidence of compliance as may be requested.] ANNEX O. EMPLOYEE WARRANTIES AND ACKNOWLEDGMENTS

(a) As at the date of this agreement, the Employee warrants and represents to the Company that there are no circumstances of which the Employee is aware or of which the Employee ought reasonably to be aware which would amount to a repudiatory breach by the Employee of any express or implied term of the Employee's contract of employment which would entitle (or would have entitled) the Company to terminate the Employee's employment without notice or payment in lieu of notice and any payment to the Employee pursuant to clause Error: Reference source not found [or benefit provided pursuant to clause 4] is conditional on this being so.

(b) As at the date of this agreement, the Employee warrants and represents to the Company that he has not received or accepted any offer which will provide him with any form of income or benefits at any time after the Termination Date and any payment to the Employee pursuant to clause Error: Reference source not found [or benefit provided pursuant to clause 4] is conditional on this being so.

(c) [If, while he is continuing to receive benefits under clause Error: Reference source not found [or while he is under a duty to mitigate his loss pursuant to clause Error: Reference source not found] the Employee receives any offer of employment or engagement which is expected to provide him with any form of benefits or income, or he earns, receives or expects to receive income from employment or self-employment, he shall notify [POSITION] within the Company immediately of that fact and of the amount of any such income.]

(d) The Employee agrees to make himself available to, and to cooperate with, the Company or its advisers in any internal investigation or administrative, regulatory, judicial or quasi-judicial proceedings. The Employee acknowledges that this could involve, but is not limited to, responding to or defending any regulatory or legal process, providing information in relation to any such process, preparing witness statements and giving evidence in person on behalf of the Company. The Company shall reimburse any reasonable expenses incurred by the Employee as a consequence of complying with his obligations under this clause, provided that such expenses are approved in advance by the Company.

(e) The Employee acknowledges that he is not entitled to any compensation for the loss of any rights or benefits under any [share option, bonus, long-term incentive plan or other] profit sharing scheme operated by [the Company OR any Group Company] in which he may [have] participate[d] other than the payments in clause Error: Reference source not found. ANNEX P. [REFERENCE

On receipt of a written request from a potential employer, the Company shall provide a reference in the form set out in Error: Reference source not found to this agreement [and any oral reference provided will be on no less favourable terms]. If the Company obtains information after the date of this agreement which would have affected its decision to provide a reference in the form in Error: Reference source not found, it shall inform the Employee and may decline to give a reference.]

ANNEX Q. RESIGNATION FROM OFFICES

(a) The Employee [acknowledges that he has resigned from his position as [POSITION] and] shall resign immediately from any [other] office, trusteeship or position that he holds in or on behalf of [the Company OR any Group Company].

(b) [The Employee irrevocably appoints the Company to be his attorney in his name and on his behalf to sign, execute or do any such instrument or thing and generally to use his name in order to give the Company (or its nominee) the full benefit of the provisions of this clause.]

ANNEX R. [GARDEN LEAVE

(a) During the period from [DATE] to Termination Date (Garden Leave), the Employee shall not perform any services for the Company [or any Group Company].

(b) During Garden Leave the Company shall be under no obligation to provide any work to, or vest any powers in, the Employee, who shall have no right to perform any services for the Company [or any Group Company].

(c) Notwithstanding clause Error: Reference source not found and clause Error: Reference source not found, the Company may at its discretion require the Employee to perform duties (that could be required under the employment contract) at any time during the Garden Leave, which duties may be withdrawn at any time at the Company's discretion.

(d) During the period of Garden Leave the Employee shall: (d.i) continue to receive his salary and all contractual benefits in the usual way (subject to the rules of the relevant benefit schemes in force from time to time). The Company will declare these benefits to HM Revenue and Customs at the appropriate time and the Employee will be liable for any further tax or National Insurance contributions due in relation to them; (d.ii) remain an employee of the Company and bound by the terms of his employment contract, save as modified by this clause Error: Reference source not found; (d.iii) not, without the prior written consent of [POSITION], attend his place of work or any other premises of the Company [or any Group Company] or access the information technology systems of the Company [or any Group Company]; (d.iv) not, without the prior written consent of [POSITION], contact or deal with (or attempt to contact or deal with) any officer, employee, consultant, client, customer, supplier, agent, distributor, shareholder, adviser or other business contact of the Company [or any Group Company]; (d.v) be deemed to take any accrued but unused holiday entitlement; and (d.vi) (except during any periods taken as holiday in accordance with the Company's usual procedures) be ready and available to perform such duties as the Company may require under clause Error: Reference source not found, ensuring that [POSITION] knows where and how he can be contacted during each working day and complying with any written requests to contact a specified employee of the Company at specified intervals.]

ANNEX S. RESTRICTIVE COVENANTS

(a) [Notwithstanding clause Error: Reference source not found, the Employee acknowledges that the post-termination restrictions in clause [NUMBER] of his contract with the Company dated [DATE] will continue to apply after the Termination Date [save that the period of each will be reduced by the period that he spends on Garden Leave] OR The Employee agrees to be bound by the restrictive covenants contained in Error: Reference source not found to this Agreement].

(b) [The Company shall pay £[AMOUNT] to the Employee as consideration for his entering into the restrictive covenants in Error: Reference source not found, such sum to be paid within 14 days after the Termination Date or receipt by the Company of a copy of this agreement signed by the Employee and receipt by the Company of a letter from the Adviser as set out in Error: Reference source not found, whichever is later. The Company shall deduct income tax and National Insurance contributions from this sum.] ANNEX T. CONFIDENTIALITY AND ANNOUNCEMENTS

(a) The Employee acknowledges that, as a result of his employment as [POSITION], he has had access to Confidential Information. Without prejudice to his common law duties, the Employee shall not (except as authorised or required by law or as authorised by the Company) at any time after the Termination Date: (a.i) use any Confidential Information; or (a.ii) make or use any Copies; or (a.iii) disclose any Confidential Information to any person, company or other organisation whatsoever.

(b) The restrictions in clause Error: Reference source not found do not apply to any Confidential Information which is in or comes into the public domain other than through the Employee's unauthorised disclosure.

(c) The Employee and the Company confirm that they have kept and agree to keep the existence and terms of this agreement and the circumstances concerning the termination of the Employee's employment confidential, save where such disclosure is to HM Revenue & Customs, required by law or (where necessary or appropriate) to: (c.i) the Employee's spouse, civil partner or partner, immediate family or legal or professional advisers, provided that they agree to keep the information confidential; or (c.ii) the Employee's insurer for the purposes of processing a claim for loss of employment[. OR ; or] (c.iii) [the Employee's recruitment consultant or prospective employer to the extent necessary to discuss his employment history.]

(d) [The Company may also disclose the existence and terms of this Agreement to the Company's officers, employees or legal or professional advisers, provided that they agree to keep the information confidential.]

(e) [The Company will make an announcement on [the Termination Date OR signature of this agreement] in the form set out in Error: Reference source not found and neither party will make any statement to third parties (save as specified in clause Error: Reference source not found) which is inconsistent with that announcement.]

(f) The Employee shall not make any adverse or derogatory comment about the Company, its directors or employees and the Company shall use reasonable endeavours to ensure that its employees and officers shall not make any adverse or derogatory comment about the Employee. The Employee shall not do anything which shall, or may, bring the Company, its directors or employees into disrepute and the Company shall use reasonable endeavours to ensure that its employees and officers shall not do anything which shall, or may, bring the Employee into disrepute.

(g) Nothing in this clause Error: Reference source not found shall prevent the Employee from making a protected disclosure under section 43A of the Employment Rights Act 1996 and nothing in this clause Error: Reference source not found shall prevent the Company from making such disclosure as it is required by law to make.

(h) [The Company shall pay £[AMOUNT] to the Employee as consideration for his entering into the restrictions in this clause Error: Reference source not found, such sum to be paid within 14 days of the Termination Date or receipt by the Company of a copy of this agreement signed by the Employee and receipt by the Company of a letter from the Adviser as set out in Error: Reference source not found, whichever is later. The Company shall deduct income tax and National Insurance contributions from this sum.]

ANNEX U. ENTIRE AGREEMENT AND PREVIOUS CONTRACTS

(a) Each party on behalf of itself [and, in the case of the Company, as agent for any Group Companies] acknowledges and agrees with the other party [(the Company acting on behalf of itself and as agent for each Group Company)] that: (a.i) this agreement constitutes the entire agreement and understanding between the Employee and the Company [and any Group Company] and supersedes any previous arrangement, understanding or agreement (whether in writing or not) between them relating to his employment by the Company (which shall be deemed to have been terminated by mutual consent); (a.ii) in entering into this agreement neither party has relied on any statement, representation, assurance or warranty of any person (whether party to this agreement or not and whether in writing or not) other than as expressly set out in this agreement; and (a.iii) the only rights or remedies available to the parties arising out of any statement, representation, assurance or warranty shall be for breach of contract under the terms of this agreement.

(b) Nothing in this agreement shall, however, operate to limit or exclude any liability for fraud. ANNEX V. VARIATION

No variation of this agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties.

ANNEX W. THIRD PARTY RIGHTS

The Contracts (Rights of Third Parties) Act 1999 shall [not apply to this agreement OR shall only apply to this agreement in relation to any Group Company] and no person other than the Employee and [the Company OR any Group Company] shall have any rights under it. The terms of this agreement may be varied, amended or modified or this agreement may be suspended, cancelled or terminated by agreement in writing between the parties or this agreement may be rescinded (in each case), without the consent of any third party.

ANNEX X. GOVERNING LAW AND JURISDICTION

(a) This agreement shall be governed by and construed in accordance with the law of England and Wales.

(b) Each party irrevocably agrees to submit to the [exclusive OR non-exclusive] jurisdiction of the courts of England and Wales over any claim or matter arising under or in connection with this agreement.

ANNEX Y. SUBJECT TO CONTRACT AND WITHOUT PREJUDICE

This agreement shall be deemed to be without prejudice and subject to contract until such time as it is signed by both parties and dated, when it shall be treated as an open document evidencing a binding agreement.

ANNEX Z. COUNTERPARTS

This agreement may be executed in any number of counterparts, each of which, when executed, shall be an original, and all the counterparts together shall constitute one and the same instrument.

This agreement has been entered into on the date stated at the beginning of it. Annex AA. Calculation of the statutory redundancy payment

Start date: [DATE] Termination date: [DATE] Period of continuous employment: [NUMBER] years Age at termination: [NUMBER] years Gross weekly salary: £[AMOUNT] Statutory cap on weekly salary: £[AMOUNT] [NUMBER] years at one and a half times gross weekly salary: £[AMOUNT] [NUMBER] years at one times gross weekly salary: £[AMOUNT] [NUMBER] years at half gross weekly salary: £[AMOUNT] Total: £[AMOUNT] Annex AB. [Reference]

[ON HEADED NOTEPAPER OF EMPLOYER] PRIVATE AND CONFIDENTIAL [DATE] Dear [NAME], [NAME OF CANDIDATE] I write further to your letter of [DATE] requesting a reference for [CANDIDATE] who has [applied to you to work OR been offered a job by you] as [POSITION]. I confirm that [CANDIDATE] started employment with [NAME OF EMPLOYER] on [DATE] and [left our employment on [DATE] OR is still employed by us]. [He OR she] was employed as a [JOB TITLE] and [his OR her] main responsibilities were [DETAILS]. [DETAILS OF ANY PREVIOUS POSITIONS WITHIN THE COMPANY AND DATES] [It is our policy only to provide references containing information as to employees' roles and dates of employment. This should not be seen as implying any comment about the candidate or [his OR her] suitability for employment as [POSITION] at [PROSPECTIVE EMPLOYER]. OR [COMMENT ON PERFORMANCE/ATTENDANCE/DISCIPLINARY RECORD] AND/OR [COMMENT ON SUITABILITY FOR THE NEW JOB AND/OR ANSWER SPECIFIC QUESTIONS POSED BY PROSPECTIVE EMPLOYER]] This reference is given to the addressee in confidence and only for the purposes for which it was requested. It is given in good faith, but neither the writer nor [NAME OF EMPLOYER] accepts any responsibility or liability for any loss or damage caused to the addressee or any third party as a result of any reliance being placed on it. Yours sincerely, [NAME] On behalf of [NAME OF EMPLOYER] Annex AC. Claims

(a) [for breach of contract or wrongful dismissal;] (b) [for unfair dismissal, under section 111 of the Employment Rights Act 1996;] (c) [in relation to the right to a written statement of reasons for dismissal, under section 93 of the Employment Rights Act 1996;] (d) [for a statutory redundancy payment, under section 163 of the Employment Rights Act 1996;] (e) [in relation to an unlawful deduction from wages or unlawful payment, under section 23 of the Employment Rights Act 1996;] (f) [for unlawful detriment, under section 48 of the Employment Rights Act 1996 or section 56 of the Pensions Act 2008;] (g) [in relation to written employment particulars and itemised pay statements, under section 11 of the Employment Rights Act 1996;] (h) [in relation to guarantee payments, under section 34 of the Employment Rights Act 1996;] (i) [in relation to suspension from work, under section 70 of the Employment Rights Act 1996;] (j) [in relation to parental rights and flexible working, under sections 80 and 80H of the Employment Rights Act 1996;] (k) [in relation to time off work, under sections 51, 54, 57, 57B, 60, 63 and 63C of the Employment Rights Act 1996;] (l) [in relation to working time or holiday pay, under regulation 30 of the Working Time Regulations 1998;] (m) [in relation to the national minimum wage, under sections 11, 18, 19D and 24 of the National Minimum Wage Act 1998;] (n) [for equal pay or equality of terms under sections 120 and 127 of the Equality Act 2010 [and/or section 2 of the Equal Pay Act 1970];] (o) [for pregnancy or maternity discrimination, direct or indirect discrimination, harassment or victimisation related to sex, marital or civil partnership status, pregnancy or maternity or gender reassignment under section 120 of the Equality Act 2010 [and/or direct or indirect discrimination, harassment or victimisation related to sex, marital or civil partnership status, gender reassignment, pregnancy or maternity under section 63 of the Sex Discrimination Act 1975];] (p) [for direct or indirect discrimination, harassment or victimisation related to race under section 120 of the Equality Act 2010 [and/or direct or indirect discrimination, harassment or victimisation related to race, colour, nationality or ethnic or national origin, under section 54 of the Race Relations Act 1976];] (q) [for direct or indirect discrimination, harassment or victimisation related to disability, discrimination arising from disability, or failure to make adjustments under section 120 of the Equality Act 2010 [and/or direct discrimination, harassment or victimisation related to disability, disability-related discrimination or failure to make adjustments under section 17A of the Disability Discrimination Act 1995];] (r) [for direct or indirect discrimination, harassment or victimisation related to religion or belief under section 120 of the Equality Act 2010 [and/or under regulation 28 of the Employment Equality (Religion or Belief) Regulations 2003];] (s) [for direct or indirect discrimination, harassment or victimisation related to sexual orientation, under section 120 of the Equality Act 2010 [and/or under regulation 28 of the Employment Equality (Sexual Orientation) Regulations 2003];] (t) [for direct or indirect discrimination, harassment or victimisation related to age, under section 120 of the Equality Act 2010 [and/or under regulation 36 of the Employment Equality (Age) Regulations 2006];] (u) [in relation to the duty to consider working beyond retirement, under paragraphs 11 and 12 of Schedule 6 to the Employment Equality (Age) Regulations 2006;] (v) [for less favourable treatment on the grounds of part-time status, under regulation 8 of the Part-Time Workers (Prevention of Less Favourable Treatment) Regulations 2000;] (w) [for less favourable treatment on the grounds of fixed-term status, under regulation 7 of the Fixed-Term Employees (Prevention of Less Favourable Treatment) Regulations 2002;] (x) [under regulations 27 and 32 of the Transnational Information and Consultation etc. Regulations 1999;] (y) [under regulations 29 and 33 of the Information and Consultation of Employees Regulations 2004;] (z) [under regulations 45 and 51 of the Companies (Cross-Border Mergers) Regulations 2007;] (aa)[under paragraphs 4 and 8 of the Schedule to the Occupational and Personal Pension Schemes (Consultation by Employers and Miscellaneous Amendment) Regulations 2006;] (ab)[under sections 68A, 87, 137, 145A, 145B, 146, 168, 168A, 169, 170, 174 and 192 of the Trade Union and Labour Relations (Consolidation) Act 1992;] (ac)[in relation to the obligations to elect appropriate representatives or any entitlement to compensation, under the Transfer of Undertakings (Protection of Employment) Regulations 2006;] (ad)[in relation to the right to be accompanied under section 11 of the Employment Relations Act 1999;] (ae)[in relation to refusal of employment, refusal of employment agency services and detriment under regulations 5, 6 and 9 of the Employment Relations Act 1999 (Blacklists) Regulations 2010;] (af) [in relation to the right to request time off for study or training under section 63I of the Employment Rights Act 1996; and] (ag)[in relation to the right to equal treatment, access to collective facilities and amenities, access to employment vacancies and the right not to be subjected to a detriment under regulations 5, 12, 13 and 17(2) of the Agency Workers Regulations 2010.] (ah)[in relation to personal injury[, whether or not the Employee is aware or ought reasonably to be aware of such claims at the date of this agreement];] (ai) [for harassment under the Protection from Harassment Act 1997;] (aj) [for failure to comply with obligations under the Human Rights Act 1998;] (ak)[for failure to comply with obligations under the Data Protection Act 1998;] (al) [arising as a consequence of the United Kingdom's membership of the European Union.] Annex AD. Adviser's certificate

[ON HEADED NOTEPAPER OF ADVISER] For the attention of [DETAILS] [DATE] Dear Sirs, I am writing in connection with the agreement between my client, [NAME], and [NAME OF COMPANY] (Company) of today's date (Agreement) to confirm that: 1. I, [NAME] of [FIRM], whose address is [ADDRESS], am [a Solicitor of the Senior Courts of England and Wales who holds a current practising certificate OR AMEND AS APPLICABLE]. 2. I have given [NAME] legal advice on the terms and effect of the Agreement and, in particular, its effect on his ability to pursue the claims specified in Error: Reference source not found of the Agreement. 3. I gave the advice to [NAME] as a relevant independent adviser within the meaning of the above acts and regulations referred to at clause Error: Reference source not found. 4. There is now in force (and was in force at the time I gave the advice referred to above) a policy of insurance or an indemnity provided for members of a profession or professional body covering the risk of claim by [NAME] in respect of loss arising in consequence of the advice I have given him. Yours faithfully, [NAME] Employee's Adviser Annex AE. Announcement

[INSERT THE TEXT OF THE AGREED ANNOUNCEMENT] Annex AF. Restrictive covenants

[INSERT THE RESTRICTIVE COVENANTS] Signed by [NAME OF DIRECTOR] ...... for and on behalf of [NAME OF Director COMPANY] Signed by [NAME OF DIRECTOR] ...... for and on behalf of [NAME OF Director EMPLOYEE] Signed by [NAME OF DIRECTOR] for ...... and on behalf of [NAME OF COMPANY] Director Signed by [NAME OF EMPLOYEE] ......